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HomeMy WebLinkAboutFlorida Department of Environmental Protection Multi-Party Acquisition Agreement 1999 . . FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION OFFICE OF GREENWAYS AND TRAILS MUL TI-PARTY ACQUISITION AGREEMENT WINTER SPRINGS TOWN CENTER Parties to the Multi-Party Acquisition Agreement: City of Winter Springs, Florida, a political subdivision of the State of Florida (City) and the Office of Greenways and Trails (OGT) and the Division of State Lands (DSL) of the Florida Department of Environmental Protection (DEP). Eligibility for Funding: The Winter Springs Town Center Greenways and Trails Project (Project) is currently on the OGT's 1999 acquisition list. The City shall obtain written confirmation from OGT regarding the availability of funds prior to initiating negotiations for any parcel within the Project or proceed at its own risk, All reimbursements under this Agreement shall be contingent upon the availability of funds for the Project an<:l upon final approval of the reimbursement by the Board of Trustees. of the Internal Improvement Trust Fund of the State of Florida (Trustees). Parcels Covered by this Agreement: For the purpose of this Agreement, each ownership is. referred to individually as "Parcel" and two or more ownerships are referred to collectively as "Parcels". This Agreement covers those Parcels which are wholly located within the Project boundaries and specifically set forth in Exhibit "B" attached hereto, and incorporated herein by reference, and in which the City has not acquired an interest prior to the execution of this Agreement by the City and OGT. The Project boundaries may be amended to include additional Parcels, delete Parcels or reprioritize Parcels as agreed to by the parties hereto in writing. Appraisal Mapping and Cost: The City shall be responsible for preparing an appraisal map suitable for use in preparing the appraisal(s) in compliance with the procedures and requirements set forth in Chapter 259, F.S. and Chapter 18-1, F.A.C. The City will contract for and pay all appraisal mapping costs. DSL shall review and approve in writing the City's appraisal maps. Appraiser Selection And Cost: The City shall select two appraisers from DSL's current list of approved appraisers .after consulting with the Chief of the Bureau of 'Appraisal in the DSL. All appraisals prepared pursuant to this Agreement must comply with the procedures and requirements set forth in Chapter 259, F.S., Chapter 18-1, F.A.C. and the Bureau of Appraisal's Supplemental Appraisal Standards. Prior to contracting with each appraiser, the City shall require an affidavit from the appraiser 10/7/99 Page 1 of 9 < which certifies that the appraiser has no vested or fiduciary interest in the Parcel being appraised. The City will contract for and pay all appraisal costs for each Parcel. The appraisals may be contracted for subsequent to the City acquiring an interest in any Parcel. Review, Approval and Utilization of Appraisals: DSL will review appraisals obtained pursuant to this Agreement in accordance with all DSL standards and requirements. Once the appraisal reports are approved by DSL they will be utilized as if they were DSL's own. A minimum of two appraisals for each Parcel covered by this Agreement will be required in order to determine the statutory maximum value of each Parcel if the fair market value of said Parcel exceeds $500,000, If the fair market value of said Parcel does not exceed $500,000, then only one appraisal is required. OGT shall be responsible for the cost of the appraisal review, Confidentiality: Pursuant to Sections 259.041 (7)(e) and 259,041 (8)(c), F,S, and Chapter 18-1, F.A.C., the City will maintain the confidentiality of all appraisals, offers and counteroffers and other negotiation matters until an option contract is executed, or if no option contract is executed, until 2 weeks before a contract or agreement for purchase is considered for approval by the Trustees. The City may disclose such confidential information only to the individuals who sign the confidentiality agreement, made part of this Agreement as Exhibit "A". Requests to add persons to the disclosure list must be made in writing and the City must receive the written consent of OGT. All confidentiality requirements outlined above shall apply to individuals added to the list. City understands arid agrees that all documents; papers', letters, maps, and other materials (collectively, "records") specifically relating to the acquisition of a Parcel will become public record (as defined in Chapter 119, FS) when an option contract is executed, or if no option contract is executed, 2 weeks before a contract or agreement for purchase is considered f()r approval by the Trustees and at that time all records of , City relating to the acquisition shall be subject to public access in the same manner as are other public records, pursuant to the provisions of Chapter 119, FS. This Agreement may be terminated by DSL if City fails to allow public access to any such records pursuant to Chapter 119, FS. However, notwithstanding the confidentiality agreement, pursuant to Section 259,041(7)(e), F.S., OGT may release an appraisal report when DSL has determined that the passage of time has rendered the conclusions of value in an appraisal report invalid. Prior to releasing an appraisal report, OGT will provide written notice to the City that DSL will release an appraisal report. 1 0/7/99 Page 2 of 9 , , DSL will require, as' a condition of DSL recommending the Tru~tees approve a purchase instrument, a certification that, the City has maintained the confidentiality of the appraisals, offers and counteroffers and other negotiation matters, This certification shall be in the form of a letter signed by legal counsel for the City. Negotiations: The. City must submit a written negotiation strategy and receive written approval from DSL prior to initiating negotiations on any parcel. Negotiations with the owners of all Parcels will be conducted. by the City, or its authorized representative, in a manner which will assure that the most favorable price and terms are obtained for the Trustees. The City will maintain appropriate records documenting the negotiations for each Parcel. The City will notify DSL when negotiations commence and when negotiations terminate, and provide DSL with a copy of its negotiation file at the conclusion of its involvement with each Parcel. The City understands that DSL and OGT must follow the requirements set forth in Chapter 259, F.S., in acquiring from the City any interest which the City may acquire in any Parcel. All contracts in which the Trustees are a party or in which the Trustees are intended to become a party must be on DSL approved~form and must be reviewed and approved by DSL prior to its use in negotiations. In the performance of its obligations pursuant to this Agreement, the City shall perform as an independent contractor and not as an' agent, representative, employee or on behalf of DEP, DSL, or OGT. Terms and Conditions of Transfer: The transfer can occur under one of the following circumstances: 1) Should the City secure an option(s) for the purchase of one or more Parcels within the Project, the City shall offer the Trustees an assignment of the option(s) with the right to purchase the Parcel from the owner(s). 2) If the Trustees are unable or unwilling; for any reason, .toaccept an assignment of the City's interest in an optio"n to purchase the Parcel, the City may elect to acquire the Parcel for subsequent resale to the Trustees. The City understands . that the terms and conditions of this Agreement shall apply to any conveyance from the City to the Trustees. 3) If ,the City elects to purchase the Parcel from the owner,' and then convey the Parcel to the Trustees" the Trustees shall enter into an Option Agreement For Sale and Purchase with the City. Under this Agreement, the Trustees' Purchase { Price shall be the lesser of th.e City's purchase price and closing costs incurred, if any, at the closing between the City and the owner, or the maximum approved 10/7/99 Page 3 of 9 \. value of the Parcel as determined in accordance with Chapter 259, F.S, (Approved Value). ' For the purposes of this Agreement, closing costs shall be limited to the OG1's approved costs of the survey, environmental site . assessment, title insurance, and other OGT approved acquisition fees incurred by the City in the City's acquisition of each Parcel within the Project. OGT will also pay the closing costs incurred to transfer title of each parcel from the City to the Trustees. In addition, OGT will reimburse City's actual pre-acquisition costs, if any, for each parcel transferred to the Trustees. For the purposes of this Agreement, pre-acquisition costs shall be defined as the cost of the Appraisals, . Appraisal Mapping and Appraisal Review. Limitations on Financial Responsibility: 1) In no event shall the amount the Trustees pay for any Parcel exceed the Approved Value of the Parcel as previously stated in this Agreement. The maximum amount for reimbursement for City's pre-acquisition and closing costs, if any, as previously stated in this Agreement, must be approved by OGT and is subject to the limitations contained herein. '2) DSL reserves the right to revise the Approved Value based on changes in market conditions, zoning and/or land use until the Trustees acquire an interest in the Parcel. 3) In no event shall the Trustee's, DEP, DSL or OGT be obligated to payor . reimburse any documentary stamp taxes required to be paid by non-exempt parties pursuant to Section 201.01, F.S. i 4) The City shall submit a written request for approval of any expenses for which the city expects to receive reimbursement, prior to incurring the costs. 10/7/99 Page 4 of 9 Contacts: The following persons are designated as the contacts for the parties for matters relating to this Agreement: DSL: City of Winter Springs: Janice Ellison Charles C. Carrington, AICP, Division of State Lands Community Development Director Department of Environmental Protection 1126 East State Road 434 3900 Commonwealth Boulevard, MS 115 Winter Springs, Florida. 32708-2799 Tallahassee, Florida 32303 (40&) 327-1800 (850) 488-2351 ~ OGT: Suzanne Walker Office of Greenways and Trails 2600 Blairstone Road, MS 795 Tallahassee, Florida 32399-2400 (850)488-3701 Management of Properties: OGT will be the lessee of the propery for the Winter Springs Town Center Greenways and Trails project and plans to sublease the property to the City of Winter Springs, who will be the day to day manager of the project. The City understands that parcels purchased under this agreement shall be used to provide public access to designed interconnected greenways, local parks, recreational areas, the town center and'other points of interests, The greenspaceplan will include multiple parks and trail heads integrated throughout the city. Recreational uses will include walking, hiking, off-"road cycling,. in-line skating, nature observation, paddling and equestrian use. The City agrees to develop and submit to DEP a management plan in accordance with Chapter 259.032 and 259,034, F.S., and pay the required lease fee upon execution of a lease with the Trustees for each parcel acquired under this agreement. Special Conditions: All conveyances and transfers from the City to the Trustees will be subject to all applicable laws, rules, and policies in effect at the time of 1 0/7/99 Page 5 of 9 the conveyance and/or transfer, and the approval of the City and/or Trustees. The City understands that while the Project is currently funded, DEP, DSL or OGT cannot assure the continued availability of funds. The City understands that it is at risk in its efforts to . ~ acquire an interest in the Parcels and that the City shall have no recourse whatsoever against DEP, DSL, OGT, or the Trustees if the Trustees fail to acquire the City's interest in anyParcel due to the unavailability of funds, or any other reason. FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Division of State Lands ~~ ti4--.-z- BY~ Na.me: . 4. Witn s ' ~@ Title: Bureau of Land Acquisition --- /:Z!p /99 Date: I / ' Approved as to form and legality: . " i~R'?'; 4-<r! Date: 2- J-91 FLORIDA DEPARTMENT "OF ENVIRONMENTAL PROTECTION' Office of Green ways and Trails ~.11 p~ DEBORAH PARRISH, Director Date: /;)-;.-'19 10/7/99 Page 6 of 9 City of Winter Springs, a Political Subdivision of the State of Florida J~-JJ~ By: ;f~;j Jr(p,~ c,ti m fl n-A9Q,L- I ness Title: Witness Oate:---1if 8" /9 4 Anthony Garganese, City Attorney Andrea Lorenzo-L City Clerk 1 0/7/99 Page 7 of 9 EXHIBIT A CONFIDENTIALITY AGREEMENT The undersigned members and staff of City of Winter Springs, Florida agree to maintain the confidentiality of appraisal information and negotiations concerning the parcels contained in this Agreement for the Winter Springs Town Center Greenways and Trails Project, as required by Chapter 259, F.S., Chapter 18-1, F.A.C., and this Multi-Party Acquisition Agreement. DATE NAME Ij~:: Mayor Paul P. Partyka .~ I' Ronald W. McLemore City Manager illS' (1*'J Charles C. Carrington, AICP Community Development Director ic>f87h9 Anthony A. Garganese City Attorney . f Thomas Grimms, AICP Compo Planning Coordinator Andrea Lorenzo-Luaces City Clerk Tania Haas Admin. Secretary Community Development Dept. 1 0/7/99 Page 8 of 9 . EXHIBIT B (Legal Description or list of parcels) ~ 10/7/99 Page 9 of 9 -~ , ..- -. -... - - . ..... - - ~ - r-- - ----- -- J__ - . : \ ' - '- \ \ ; - . ' .' \ ; - I e ::',;';;= . ....... - - - - EXHfBfT B ~'^'\( )(i"l' Mulll-I'",! ' . , - - - - ) ^CqUI.'\lljOIl ^gree --. ." /'<1gt: 8 0(" 8 NU\'l..:lllIH.:r.t I ')')X , J . , . Parccl Owncr's Owner Address Schrimsher Land Fund 198-5 Lt & 600 East Colonial Dr. Suite 100 Schrimsher Land Fund V Lt et al Orlando, FL 32803-4647 Lewis & Juanita Blumberg 1 130 East SR 434 Winter Springs, FL 32708 Parker, Edward H & Sue S & Co Trust 3798 Kinsley Place Parker, Richard H et al Winter Park, FL 32792-6233 Spring Land Inv Ltd 175 Lookout PI. Suite 201 c/o Euro Capital Partners Maitland, FL 32751-4496 Jessup Shores Partnership 175 Lookout PI. Suite 201 c/o Euro Capital Partners Maitland, FL 32751-4496 William E, Hartield 1116 East State Road 434 Winter Springs, FL 32708 Jeno F, Paulucci 201 W, First Street Sanford, FL 3277 1 -1273 Theodor & Anna M, Feichtner P.O, Box 951677 Lake Mary, FL 32795-1677 Guy & Rita Ferlita 717 Seddon Cove Way Tampa; FL 33602-5702 cc<:\OGT Multi-Party ^cquisition ^grcc, Page 6 0 f 8 Novcmbcr 4. 1995 . .' I . I . . Pr'operty OwnerShip Acquisition Plan applies to Project Sites with multiple parcels or multiple owners and means a written description of the priority parcels and the general order in which the parcels will be acquired to assure that, in the event that all parcels cannot be acquired, the. purpos~s of the project can be achieved, Provide tax identification number for all parcels within the project boundary Parcel Name Tax ID# Owner(s) Wetland Park' 26-20- 3 0-5AR-OAOO-0050 Schrimsher Land Fund 26-20-30-5AR-OAOO-0070 26-20-30-5AR-OAOO-007 A 3 1-20-3 1- 5BB-0000-00 1 0 Hickory Park .~ 26-20-30-5AR-OBOO-0280 Lewis & lauaruta Blumberg 26-20- 3 0-5AR -OBOO-0290 1;ark Expansion . 26-20-30-5AR-ODOO-00I0 Parker, Edward H & Sue S & Co Trust 26-20-30-5AR-ODOO-0180 Spring Land Inv Ltd. 26-20- 30-5 AR-ODOO-020A Jessup Shores Partnership City Park 26-20- 3 0-5AR-OBOO-0260 William E. Hatfield 26-20-30-5AR-OBOO-026B leno F. Paulucci 26-20-30-5AR-OBOO-026C Theodor & Anna M. Feichtner Lake Side Park 26- 20- 30- 5 AR -OBOO-0040 Guy & Rita A. Ferlita 26-20- 3 0-5AR -OBOO-004B 26-20- 3 0-5AR -OBOO-004C 26-20-30-5AR-OBOO-0 160 ecc\OGT Multi-Party Acquisition Agree Page 7 0 f 8 November 4, 19<;1'\ , . . .,~ ,~,.~\ ('J ' , ' " . I ' .' , , DEP Agreement No. F5116 CSFA Number: 37,017 CSFA Title: FRDAP FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM (FRDAP) PROJECT AGREEMENT (SFY 2004-05) - Development. This Agreement is made and. entered into between the STATE OF. FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, hereinafter called the DEPARTMENT, and the City of Winter Springs, hereinafter called the GRANTEE, a local government, in furtherance of an approved public outdoor recreation project. In consideration of the mutual covenants' contained herein and pursuant to section 375,075, Florida Statutes, and chapter 620-5, Part V, Florida Administrative Code, the parties hereto agree as follows: 1, This PROJECT AGREEMENT shall be performed in accordance with section 375.075, Florida Statutes, a'nd chapter 620-5, Part V, Florida Administrative Code, hereinafter called the RULE, The GRANTEE shall comply with all provisions of the RULE, effective July 5, 2001, which is incorporated into this PROJECT AGREEMENT as. if fully set forth herein. It is the intent of the DEPARTMENT and the GRANTEE that none of the provisions of section 163.01, Florida Statutes, shall have application to this PROJECT AGREEMENT. 2. The DEPARTMENT has found that public outdoor recreation is the primary purpose of the project ,known as Central Winds Park,' Phase III (Florida Recreation Development Assistance Program, FRDAP Project Number F50116), hereinafter called the PROJECT, and enters into this PRO~ECT AGREEMENT with the GRANTEE for the development of that real property, the legal description of which shall be submitted to the DEPARTMENT as described in the Florida Recreation Development Assistance Program Development Project Pre- reimbursement/Commencement Documentation Form, DEP Form FPS-A034. 3, All forms hereinafter referenced may be found at www.dep.state.fl,us/parksjbdrs. Further, the GRANTEE will also receive all applicable forms for administration of project with GRANTEE's copy of fully executed PROJECT AGREEMENT. DEP Agreement No. F5116, Page 1 of 10 DEP 55-231 (06/03) , 4. The GRANTEE shall construct, or cause to be constructed, certain public outdoor , recreation facilities and improvements consisting of the, following PROJECT ELEMENTS which may be modified. by the DEPARTMENT if GRANTEE shows good cause: Basketball court, bike path, soccer fields, football fields, softball/baseball fields, renovation of playground and other related support facilities. . 5. The DEPARTMENT shall pay, on a reimbursement basis, to the GRANTEE, funds not to exceed $200,000~0'0, which will pay the DEPARTMENT's share of the cost of the PROJECT. DEPARTMENT funding is based upon the following: . DEPARTMENT Amount: $200,000.00 50% GRANTEE Match: , $200,000.00 50% 'Type of Match: Cash/In-Kind Services 6. The PROJECT reimbursement request shall include all documentation required by the DEPARTMENT for a proper pre-audit and post-audit review, Within sixty (60) days afterreceipt of the final request, the DEPARTMENT's Grant Manager shall review the completion doc'umentation and, payment request from the GRANTEE for the PROJECT. If the documentation is sufficient and meets the requirements ,of the' Florida Recreation Development Assistance Program "Completion Documentation Form, DEP Form FPS-A0:36, referenced in s. 620- " 5.058(6)(g), the DEPARTMENT will approve the request for payment. 7. In' addition to the invoicing requirements contained in the paragraph above, the Department will periodically request proof of a transaction (such as invoice, payroll register) to evaluate the appropriateness qf costs to the PROJECT AGREEMENT pursuant to 'State and guidelines (including cost allocation guidelines), asappropriat(3. When requested, this iriformation must be provided within 30 calendar days of the date of such request. The GRANTEE may also be required to submit a cost allocation plan to the Department in support of its multipliers (overhead, indirect, general administrative costs, and fringe benefits). All bills for amounts due under this Agreement shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof. State guidelines for allowable costs can be found in the Department of Financial Services' Reference Guide for State Expenditures at http://www.dbf.state.fl.us/aadir/reference_guide. 8. The GRANTEE agrees to comply with the Division of Recreation and Parks' Grant and Contract Accountability Procedure, hereinafter called the PROCEDURE and incorporated into this PROJECT AGREEMENT by, reference . as if fully set forth herein. All,' purchases of' goods and services for accomplishment of the PROJECT shall be secured iri accordance with the GRANTEE's adopted procurement procedures. Expenses representing the PROJECT costs, including the required matching contr.ibution, shall be reported to the DEPARTMENT and summarized on certification forms provided in the PROCEDURE. The DEPARTMENT and GRANTEE agree to use the DEP Agreement No,. F5116, Page 2 of 10 DEP 55-231 (06/03) ,...-0'--'''\ ,,.----, . , ' , ' . J ~ ) , PROCEDURE guidelines accounting for FRDAP funds disbursed under the PROJECT, The parties further agree that the principles for determining the eligible costs, supporting documentation and minimum reporting requirements of the PROCEDURE shall be used. 9, Allowable indirect costs as defined in the PROCEDURE shall not exceed 15% of the GRANTEE's eligible wages and salaries, unless approved in advance as described herein. Indirect costs that exceed 15% must be approved in advance in writing by the DEPARTMENT to be considered eligible PROJECT expenses. 10, It is understood by the parties that the amount of this PROJECT AGREEMENT may be reduced should the Governor's Office declare a revenue shortfall and assess a mandatory reserve, Should a shortfall be declared, the amount of this PROJECT AGREEMENT may be reduced by the amount deemed appropriate by the DEPARTMENT. 11, A. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. The parties hereto understand that this Agreement is not a commitment of future appropriations. B. The GRANTEE understands that the funds supporting this Agreement are subject to certification forward approval by the Governor's Office on June 30th each year. The GRANTEE understands and agrees that if the Governor's Office, does not approve the DEPARTMENT's request to certify the funds forward, the GRANTEE will not be eligible for reimbursement after the reversion of said funds. 12, All monies expended by the GRANTEE for the purpose contained herein shall be subject to pre-audit review and approval by the State of Florida Chief Financial Officer in accordance with section 17,03(2), Florida Statutes. 13, . PROJECT funds may be reimbursed for eligible Preagreement Expenses (as defined in s, 62D-5,054(34) of the RULE) incurred by GRANTEE prior to execution of this PROJECT AqREEMENT as set forth in s. 62D-5,055(9) of the RULE. The DEPARTMENT and the GRANTEE fully understand and agree that there shall be no reimbursement of PROJECT funds by the DEPARTMENT for any expenditure made prior to the execution of this PROJECT AGREEMENT with the exception of those expenditures which meet the requirements of the foregoing sections of the RULE. 14, Prior to commencement of PROJECT development, the 'GRANTEE shall submit the documentation required by the Florida Recreation Development Assistance Program Development Project Pre-reimbursemenUCommencement Documentation Form, DEP Form FPS-A034, referenced in s. 62D-5.058(7)(c) of the RULE, to the DEPARTMENT. Upon determining that the documentation DEP Agreement No. F5116, Page 3 of 10 DEP 55-231 (06/03) . ,....- " C--) :i ) " complies with the RULE, the DEPARTMENT will give written notice to GRANTEE to commence the development and approve the request for payment. 15, . The GRANTEE shall obtain all required local, state and federal permits and approvals prior to commencement of project construction and shall certify that it has done so to the DEPARTMENT by completing the Project ,Permit Certification, FPS-A035, referenced in s. 62D-5,058(7)(c) of the RULE. 16. This PROJECT AGREEMENT shall become effective upon execution and the GRANTEE shall complete construction of all PROJECT ELEMENTS on or . before JuL-~ 3\ f ~bQ--; (hereinafter referred to as the PROJECT completion date). The GRANTEE may request up, to two (2) one-year extensions from the DEPARTMENT for good cause by submitting a written request to the DEPARTMENT. Such request, must be made prior to the PROJECT completion date. However, the GRANTEE understands that if the Governor's. Office does not approve the DEPARTMENT's request to certify the funds forward on June 30th of each year, the GRANTEE will not be eligible for reimbursement after the reversion of said funds. 17. Project completion means the project is open and available' for use by the public. Project must be completed prior to release of final reimbursement. 18. The GRANTEE shall retain all records supporting PROJECT costs for five (5) years after the fiscal year in which the final PROJECT payment was released by . the DEPARTMENT or until final resolution of matters resulting from any litigation, claim or audit that started prior to the expiration of the five-year retention period, The DEPARTMENT, State Auditor General, State Chief Financial Officer and other agencies or entities with jurisdiction shall have the right to inspect and audit - the GRANTEE's records for said PROJECT during the PROJECT and within the five-year retention period, 19. In addition to the provi~i(:ms contained in the paragraph above, the GRANTEE shall comply with the applicable provisions contained in Attachment 1. A revised copy of Attachment 1 ,Exhibit':1, must be provided to the GRANTEE with each amendment which authorizes a funding increase or decrease. The revised Exhibit-1 shall summarize the funding sources supporting the PROJECT AGREEMENT for purposes - of assisting the GRANTEE. in complying with the .requirements of Attachrpent 1. If the GRANTEE fails to receive a'revised copy of Attachment 1, Exhibit-1, the GRANTEE shall notify the Department's FRDAP Grants Administrator at (850) 245-2501 to request a' copy of' the updated information. 20, Following receipt of an. audit report identifying any reimbursement due the . DEPARTMENT for the GRANTEE's non- compliance with this PROJECT AGREEMENT, the GRANTEE will be allowed a maximum of thirty (30) days to submit additional pertinent documentation to offset the amount identified as DEP Agreement No. F5116, Page 4 of 10 DEP 55-231 (06/03) due to the DEPARTMENT. The DEPARTMENT, following a review of the documentation submitted by the GRANTEE, will inform the GRANTEE of any reimbursement due the DEPARTMENT. 21. The GRANTEE, as an independent contractor and not an agent, representative, or employee of the DEPARTMENT, agrees to carry adequate liability and other appropriate forms of insurance. The DEPARTMENT shall have no liability except as specifically provided in this ,PROJECT AGREEMENT.' 22. To the extent required by law, the GRANTEE will be self-insured against, or will - secure and maintain, during the life of this PROJECT AGREEMENT, Workers' Compensation InSUrance for all of his employees connected with the work of this project and, in case any work is subcontracted, the GRANTEE shall require the subcontractor to' provide Workers' Compensation Insurance, for all of the subcontractor's employees unless such employees are covered by the protection afforded by the GRANTEE. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this Agreement is not protected under Workers' Compensation statutes, the GRANTEE shall. provide, and cause each subcontractor to provide, adequate insurance satisfactory to the DEPARTMENT, for the protection of its employees not otherwise protected, , . 23. The purchase of non-expendable equipment is not authorized under the terms of this Agreement. 24, The DEPARTMENT's Grant Manager for the purpose 'of, this PROJECT AGREEMENT shall be responsible for ensuring performance of its terms and conditions and shall approve all reimbursement 'requests prior to payment. The GRANTEE's Grant Manager, identified in paragraph 25, or successor, shall act on behalf of the GRANTEE relative to the provisions of this PROJECT AGREEMENT. The GRANTEE, shall submit to the DEPARTMENT signed PROJECT status reports every one hundred twenty (120) days summarizing the work accomplished, problems encountered, percentage of completion, and other information which may be requested by the DEPARTMENT. Photographs to reflect the construction work accomplished shall be submitted when the .DEPARTMENT requests them. 25. Any and all notices required by this PROJECT AGREEMENT shall be delivered to the parties at the following addresses: GRANTEE's Grant Manager DEPARTMENT's Grant Manager Mr. Chuch Pula A. Diane Langston DEP Agreement No. F5116, Page 5 of 10 . DEP 55-231(06/03) " / -, r---'\ t .z, ) .I Parks and Recreation Director Florida Department of Environmental 1126 East State Road 434 Protection Winter Springs, Florida 32708 3900 Commonwealth Blvd., MS585 Tallahassee, Florida 32399-3000 26. Prior to final reimbursement, the GRANTEE must erect a permanent information sign on the PROJECT site which credits PROJECT funding or a portion thereof, to the Florida Department of Environmental Protection and the Florida Recreation Development Assistance Program, 27. 'The DEPARTMENT has the right to inspect the PROJECT and any and all records related thereto at any reasonable time. 28, This Agreement may be unilaterally canceled by the DEPARTMENT for refusal by the GRANTEE to allow public access to all documents, papers, letters, or other material made or received by the GRANTEE in conjunction with this Agreement, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes. 29, Prior to the closing of the PROJECT, the DEPARTMENT shall have the right to demand a refund, either in whole or in part, of the FRDAPfunds provided to the GRANTEE for non-compliance with the material terms of this PROJECT AGREEMENT. The GRANTEE, upon such written notification from the DEPARTMENT, shall refund, and shall forthwith pay to the DEPARTMENT, the amount of money demanded by the DEPARTMENT, Interest on any refund shall begin the date that the GRANTEE was informed that a refund was required until refund and interest is paid to the DEPARTMENT. 30, The GRANTEE shall comply with all federal, state and local regulations, rules and ordinances in developing this PROJECT. The GRANTEE acknowledges that this requirement includes compliance with all federal, state and local health and safety rules and regulations including all applicable building codes, The GRANTEE further agrees to include the requirements of this paragraph in all subcontracts made to perform this PROJECT AGREEMENT. 31, The Grantee may subcontract work under this Agreement without the prior written consent of the Department's Grant Manager, The Grantee agrees to be responsible for the fulfillment of all work elements included in any subcontract and agrees to be responsible for the payment of all monies due under any subcontract. It is understood and agreed by the Grantee that the Department shall not be liable to any' subcontractor for any expenses or liabilities incurred under the subcontract and that the Grantee shall be solely liable. to the subcontractor for all expenses and liabilities incurred under the subcontract. 32. Land owned by the GRANTEE, which is developed or acquired with FRDAP funds, shall be dedicated in perpetuity as an outdoor recreation site by the DEP Agreement No, F5116, Page 6 of 10 DEP 55-231 (06/03) GRANTEE for the use and benefit of the public as stated in section 620-5.059(1) of the RULE, Land under control other than by ownership of the GRANTEE, such as by lease, shall be dedicated as an outdoor recreation area for the use and benefit of the public for a minimum period of twenty-five (25) years from the completion date set forth in the PROJECT completion certificate. All dedications must be recorded in the county property records by the GRANTEE. Such PROJECT shall be open at reasonable times and shall be mana'ged in a safe and attractive manner appropriate for public use. 33, Failure to comply with the provisions of the RULE or the terms and conditions of this PROJECT AGREEMENT will result in cancellation of the PROJECT AGREEMENT by the DEPARTMENT. The DEPARTMENT shall give the GRANTEE in violation of the RULE or this PROJECT AGREEMENT a notice in writing of the particular violations stating a reasonable time to comply. Failure to comply within the time period stated in' the written . notice shall result in cancellation of the PROJECT AGREEMENT and may result in the imposition of the terms in Paragraph 29. 34. In the event of conflict. in the provisions of the RULE, the PROJECT AGREEMENT and the Project.Application, the provisions of the Rule shall control over this PROJECT AGREEMENT and this PROJECT AGREEMENT shall , control over the Project Application documents. 35. If the DEPARTMENT determines that site Control is not sufficient under the RULE, the DEPARTMENT'shall give the GRANTEE a notice in writing and a reasonable time to comply.' If the deficiency is not" corrected within the time specified .in the notice, 'the DEPARTMENT shall. cancel this PROJECT AGREEMENT. . , 36. Pursuant to'section 216.347, Florida Statutes, the GRANTEE is prohibited from . spending FROAP funds for the purpose of lobbying the legislature, the judicial branch, or a state agency, .. 37. . A. No person on the grounds of race, creed, color, national origin, age, sex, marital status or disability, shall. be excluded, from participation in; be denied the proceeds' or benefits of; or be ,otherwise subjected to discrimination in performance of this PROJECT AGREEMENT. B. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a ~id on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier,subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity, The Florida Department of Management Services is responsible for DEP Agreement No. F5116, Page 7 of 10 DEP 55-231 (06/03) , ,1"'-..--...... , . --. ) ) ( i I , maintaining the discriminatory vendor list and intends to post the list on its website, Questions. regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at (850) 487-0915. 38, Each party hereto agrees that it shall be solely responsible for the wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of section 768.28, Florida Statutes, 39, The employment of unauthorized aliens by any Grantee is considered a violation of Section 274A(e) of the Immigration and Nationality Act. If the Grantee knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible for including this provision in all subcontracts issued as a result of this Agreement. 40. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not perform work as a grantee, contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided In s, 287.017, Florida Statutes, for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. 41, The PROJECT AGREEMENT has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this PROJECT AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable Florida law, but if any provision of this PROJECT AGREEMENT shall be prohibited or invalid under applicable Florida law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this PROJECT AGREEMENT. Any action hereon or in connection herewith shall be brought in Leon County, Florida unless prohibited by applicable law. 42, No delay or failure to exercise any right, power or remedy accruing to either party upon breach or default by either party under this PROJECT AGREEMENT, shall impair any such right, power or remedy of either party; nor shall such delay or failure be construed as a waiver of any such breach or default, or any similar breach or default thereafter, 43, . This PROJECT AGREEMENT is not intended nor shall it be construed as granting any rights, privileges or interest to any third party without mutual written agreement of the parties hereto, 44, This PROJECT AGREEMENT is an exclusive contract and may not be assigned in whole or in part without the written approval of the DEPARTMENT, DEP Agreement No. F5116, Page 8 of 10 DEP 55-231 (06/03) J{ ~~....), /',........... t ! } l. 45, This PROJECT AGREEMENT represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this , PROJECT AGREEMENT shall only be valid when they have been reduced to writing, duly executed by each of the parties hereto, and attached to the original of this PROJECT AGREEMENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. F5116, Page 9 of 10 DEP 55-231 (06/03) " ""-."'" ( \ ,,' '" J ' l Z t ) IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed on the day and year last written below. STATE OF FLORIDA DEPARTMENT City of Winter Springs OF ENVIRONMENTAL PROTECTION By:/f~~ ~fic:? Printed Name: Ronald W. McLemojre Title: City Manager /.-- 2! -0 Y July :Vh; 2004 Contract Execution Date Date Address: Address: . Office of Information and Recreation 1126 East State Road 434 .Services . Winter Springs, Florida 32708 Division of Recreation and Parks 3900 Commonwealth Boulevard . Mail Station 585 Tallahassee, Florida 32399-3000 .a.C];)~ ~ Grantee Attorney DEP Grant Manager " . Approved as to Form and Legality: -.. This form has been pre-approved as to form and legality by Suzanne Brantley, Assistant General Counsel, on May 6, 2004 for use for one year, List of attachments/exhibits included-as part of this Agreement: Specify Letter/ Type Number Description (include number of pages)' Attachment 1 Special Audit Requirements (5 Paqes) DEP Agreement No. F5116, Page 10 of 10 DEP 55-231 (06/03) . .. -ATTACHMENT 1 SPECIAL AUDIT REQUIREMENTS . , The administration of resources awarded by the Department of Environmental Protection (which may be referred to as the "Department", "DEP", "FDEP" or "Grantor", or other name in the contract/agreement) to the recipient (which may be referred to as the "Contractor", Grantee" or other name in the contract/agreement) may be subject , to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-I33 and Section 215.97, F.S., as revis'ed (see "AUDITS" below), monitoring procedures may include, but not be limited to, on-site visits by D'epartment staff, limited scope audits as defined by OMB Circular A-133, as revised, and/or other procedures, By entering into this Agreement, the recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department of Environmental Protection, In the event the Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department to the'recIpient regarding such audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief FinanCial Offrcer or Auditor General. AUDITS PART I: FEDERALLY FUNDED This part is applicable if the recipient is a "State or local government or a non-profit organization as defmed in OMB Circular' A~133, as revised. 1. In the event that the recipient expends $300,000 ($500,000 for fiscal years ending after 12/31/03) or more in Federal awards in its fiscal year, the recipient must have a single or program-specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised. EXHIBIT 1 to this Agreement indicates Federal funds awarded through the Department of Environmental Protection by this Agreement. In determining the Federal awards expended In its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department of Environmental Protection. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by the Auditor General in accordance with the provisions of OMB Circular A-133, as revised, will meet the requirements of this part. 2, In connection with the audit requirements addressed in Part I, paragraph 1., the recipient shail fulfill the requirements relative to auditeeresponsibilities as provided in Subpart C of OMB Circular A-133, as revised, 3. If the recipient expends less than $300,000 ($500,000 for fiscal years ending after 12/31/03) in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, is not required. In the event that_ the recipient expends less than $300,000($500,000 for fiscal years ending after 12/31/03) in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, the cost of the audit must be paid from non-Federal resources (i.e., the cost of such an audit must be paid from recipient resources obtained from other than Federal entities). 4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at htto://12.46.245.173/cfda/cfda.html. DEP Agreement, Attachment 1, Page I of 5 DEP 55-215 (02/04) --. .' . PART II: STATE FUNDED This part is applicable if the recipientis a nons tate entity as defined by Section 215.97(2)(l), Florida Statutes. 1. In the event that the recipient expends a total amount of State financial assistance equal to or in excess of $300,000 in any fiscal year of such recipient, the recipient must have a State single or project-specific audit for such fiscal year in accordance with SeCtion 215.97, Florida Statutes; applicable rules of the Executive Office of the Governor and the Chief Financial Officer; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. EXHIBIT 1 to this Agreement indicates State financial. assistance awarded through the Department of Environmental Protection by this Agreement. In determining the State financial assistance expended in its fiscal year, the recipient shall consider all sources of State financial assistance, including State financial assistance received from the Department of, Environmental Protection, other state agencies, and other nons tate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of Section 215,97(7), Florida Statutes. This inctlides submission of a financial reporting package as defined by Section 2l5.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $300,000 in State financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required, In the event that the recipient expends less than $300,000 in State financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215,97, Florida Statutes, the cost of the audit must be paid from the non-State entity's resources (i,e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). 4. For information regarding the Flcirida Catalog of State Financial Assistance (CSFA), a recipient should access the Florida Single Audit Act website located at htto://state.fl.us/fsaalcatalog or the Governor's Office of Policy and Budget website located at http://www.mvflorida.com/myfloridal government! contacts/ opbOffi ce.h tml for assistance, In addition to the above websites, the following websites may be accessed for information: Legislature's Website http://www.Ieg.state.fl.us/, Governor's Website htto://www.mvflorida.com/, Department of Financial Services' Web site http://www.dbf.state.fl.us/ and the Auditor General's Website http://www.state.fl,us/audgen, PART ID:OTHER AUDIT REQUIREMENTS (NOTE: This part would be used to specify any additional audit requirements imposed by the State awarding entity that are solely a matter of that State awarding ~ntity's policy (i.e., the audit is not required by Federal or State laws and is not in conflict with other Federal or State audit requirements), Pursuant to Section 215.97(7){m), Florida Statutes, State agencies may conduct or arrange for audits of State financial assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency must . arrange for funding the full cost of such additional audits) PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by PART I of this Attachment shall be submitted, when required by Section .320 (d), OMB Circular A-133, as revised, by or on behalf of the recipient directly to each of the following: DEP Agreement, Attachment 1, Page 2 of 5 DEP 55-215 (02/04) '. " . A, The Department of Environmental Protection at the following address: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 2600 Blair Stone Road Tallahassee, Florida 32399-2400 B. The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, as revised, should be submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jeffersonville, IN 47132 C. Other Federal agencies and pass-through entities in accordance with Sections .320 (e)-and (t), OMB Circular A-133, as revised. 2. Pursuant to Section .320(t), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320(c), OMB Circular A-133, as revised, and any management letters issued by the auditor, to the Department of Environmental Protection the following address: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 2600 Blair Stone Road Tallahassee, Florida 32399-2400 3. Copies offmancial reporting packages required by PART II of this Attachment shall be submitted by or on behalf of the recipient directlv to each of the following: A. The Department of Environmental Protection at the following address: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 2600 Blair Stone Road Tallahassee, Florida 32399-2400 B. The Auditor General's Office at the following address: State of Florida Auditor General Room 401, Claude Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450 4. Copies of reports or management letters required by PART III of this Attachment shall be submitted by or on behalf of the recipient directly to the Department of Environmen~al Protection at the following address: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 2600 Blair Stone Road Tallahassee, Florida 32399-2400 , DEP Agreement, Attachment 1, Page 3 of 5 DEP 55-215 (02/04) " '. '. " , . # . 5. Any reports, management letters, or other information required to be submitted to the Department of Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A-133, Florida Statutes, or Chapters 10,550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting [mandai reporting packages to the Department of Environmental Protection for audits done in accordance with OMB Circular A-133, or Chapters 10.550 (local governmental entities) or 10,650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package. was delivered to ,the recipient in correspondence accompanying the reporting package, PART V: RECORD RETENTION The recipient shall retain sufficient records demonstrating its c()mpliance with the terms of this Agreement for a period of 5 years from the date the audit report is issued, and' shall allow the Department bf Environmental Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Department of Enviromnerttal Protection, or its designee, Chief Financial Officer, or Auditor General upon request for a period of 3 years from the date the audit report is issued, unless extended in writing by the Department of Environmental Protection. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement, Attachment 1, Page 4 of 5 DEP 55-215 (02/04) . '... EXHIBIT - 1 ...' . . FUNDS AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: . Federal Resources Awarded to the Recioient Pursuant to this A2reement Consist ofthe Followin2: Federal State Program CFDA Appropriation . Number Federal Agency Number CFDA Title Funding Amount Category State Resources Awarded to the Recioient Pursuant to this A2reement Consist of the Followin2 Matchin2 Resources for Federal Proerams: . ..... . "\ I I " / Federal State ",-v Program Appropriation Number Federal Agency CFDA CFDA Title Funding Arriount Category , State Resources Awarded to the Recioient Pursuant to this A2reement Consist of the Followinl!: Resources Subiect to Section 215.97, F.S.: Catalog of State State Financial CSF A Title State Program State Assistance or Appropriation Number Funding Source Fiscal Year Number Funding Source Descriotion Funding Amount Category F5116 Florida Forever 2004-2005 37.017 Florida Recreation Development $200,000.00 140002-05 Assistance Program ",~..k . 'j '-...".,../' Total Award ~~]~m~]l.!6j] For each program identified above, the recipient shall comply with the program requirements described in the Catalog of Federal Domestic Assistance (CFDA) rhttp://aspe.os.dhhs.gov/cfda] and/or the Florida Catalog of State Financial Assistance (CSFA) [htto://sun6,dms.state.fl.lIs/fsaalcatalog,htmj. The services/purposes for which the funds are to be used are included in the Contract scope of services/work. Any match required by the recipient is clearly indicated in the Contract. DEP Agreement No. F5116, Attachment 1, Page 5 of 5 I DEP 55-215 (04/03) I